8-K
Western Uranium & Vanadium Corp. (WSTRF)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2025
| WESTERN URANIUM & VANADIUM CORP. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in its Charter) | ||
| Ontario, Canada | 000-55626 | 98-1271843 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 5 Church Street,Toronto, Ontario, Canada | M5E1M2 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(970) 864-2125
| N/A |
|---|
| (Former Name or Former Address, if Changed Since Last Report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☒ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
On October 14, 2025, Western Uranium & Vanadium Corp. (“Western” or the “Company”) completed a private placement (the “Offering”) of 6,555,556 units (“Units”) at a price of CAD$0.90 per unit for gross proceeds of approximately CAD$5,900,000. Each Unit consisted of one common share of the Company(a “Share”) plus one common share purchase warrant (a “Warrant”) to purchase one additional Share. Each Warrant entitles the holder to purchase one Share at a price of CAD$1.20 for a period of four years and a half following the closing date of the Offering.
In connection with the Offering, the Company entered into an underwriting agreement with A.G.P. Canada Investments ULC (the “Underwriter”) pursuant to which the Underwriter acted as the sole underwriter and bookrunner for the Company. The Company has paid the Underwriter a cash commission of 7% on the aggregate proceeds from Units (being equal to approximately CAD$413,000) and issued 229,444 broker warrants having the same terms and conditions as the Warrants (the “Broker Warrants”).
Western issued the Units (including the Shares and Warrants comprising the Units) and the Broker Warrants outside of the United States in reliance on Rule 903 of Regulation S.
Item 8.01. Other Events.
On October 14, 2025, Western issued the accompanying news release, which announced the closing of the Offering described above in Item 3.02. The news release is filed herewith as an exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | News release dated October 14, 2025 |
| 104 | Cover Page Interactive Date File (embedded within the inline XBRL documents) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 24, 2025 | WESTERN URANIUM & VANADIUM CORP. | |
|---|---|---|
| By: | /s/ Robert Klein | |
| Robert Klein<br><br> <br>Chief Financial Officer |
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Exhibit 99.1
Western Uranium & Vanadium Closes Brokered LIFE Financing of $5.9 Million
Toronto, Ontario and Nucla, Colorado, Oct.14, 2025 (GLOBE NEWSWIRE) --Western Uranium & Vanadium Corp. (CSE: WUC) (“Western” or the ”Company”) is pleased to announce the closing of its bought deal private placement financing, which was previously announced in the Company’s news releases issued on October 8, 2025 and October 9, 2025. Pursuant to the financing, Western issued a total of 6,555,556 units at a price of Cdn$0.90 per unit (each, a “Unit”) for aggregate gross proceeds of approximately Cdn$5,900,000 (the “Offering”) with each Unit being comprised of one common share (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable for one Share at a price of Cdn$1.20 per share, for a period of four years and a half from the date of issuance.
As described in greater detail in the Amended Offering Document, the net proceeds of the Offering will be used as follows: (a) permitting of Mustang Mineral Processing Plant; (b) drilling, monitoring and permitting for the San Rafael Uranium Project; (c) mine development and maintenance across the production portfolio; (c) permitting and baseline data collection for Topaz Mine; and (e) general corporate working capital purposes, including general and administrative costs.
The Units under the Offering were offered to purchasers pursuant to the listed issuer financing exemption (“LIFE”) under Part 5A of National Instrument45-106– Prospectus Exemptions, as amended by the Coordinated Blanket Order 45-935 – Exemptions from Certain Conditionsof the Listed Issuer Financing Exemption, in all the provinces of Canada, except Québec, and in certain other jurisdictions pursuant to applicable securities laws. Pursuant to the LIFE exemption, the Shares and Warrants are not subject to any statutory hold period under applicable Canadian securities laws. There is an offering document (as amended and restated) related to the Offering that can be accessed under the Company's profile at www.sedarplus.com, and on the Company's website at www.western-uranium.com.
In connection with the Offering, Western entered into an underwriting agreement with A.G.P. Canada Investments ULC (the “Underwriter”) pursuant to which the Underwriter acted as the sole underwriter and bookrunner for the Offering. The Underwriter received a fee comprised of a cash commission of 7% on the aggregate proceeds from Units issued and 229,444 broker warrants which are subject to a statutory hold period of four-months and one day from the date of their issuance. A.G.P./Alliance Global Partners acted as U.S. placement agent in the Offering.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and accordingly, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. No Units were issued to investors that would qualify as U.S. persons.
About Western Uranium & Vanadium Corp.
Western Uranium & Vanadium Corp. is developing high-grade uranium and vanadium production. Western is currently licensing and developing the Mustang Mineral Processing Plant for mined material recovery which may incorporate kinetic separation to optimize economics. Western holds a number of resource properties including the Sunday Mine Complex, its flagship property located in the prolific Uravan Mineral Belt. The production pipeline encompasses multiple conventional projects in Colorado and Utah that are currently undergoing permitting and development. The Company continues to review opportunities to acquire and develop additional complementary properties in proximity to the processing plant site.
Cautionary Note Regarding Forward-LookingInformation:
Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”). Statements of that nature include statements relating to, or that are dependent upon: the Company’s expectations, estimates and projections regarding the Offering, intended use of proceeds of the Offering,; exploration and production plans and results; the timing of planned activities; whether the Company can raise any additional funds required to implement its plans; whether regulatory or analogous requirements can be satisfied to permit planned activities; and more generally to the Company’s business, and the economic and political environment applicable to its operations, assets and plans. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond the Company’s ability to control or predict. Please refer to the Company’s most recent Management’s Discussion and Analysis, as well as its other filings onwww.sedarplus.com, for a more detailed review of those risk factors. Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, and that these statements are made as of the date hereof. While the Company may do so, it does not undertake any obligation to update these forward-looking statements at any particular time, except as and to the extent required under applicable laws and regulations.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
George Glasier
President and CEO
970-864-2125
gglasier@western-uranium.com
Robert Klein
Chief Financial Officer
908-872-7686
rklein@western-uranium.com